filings.toolsItem 1. Financial Statements
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Item 1. Financial Statements
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except for share data)
| November 30, 2025 (Unaudited) | August 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 1,572 | $ | 1,933 | |||||||
| Accounts receivable, net of allowance for credit losses | 4,421 | 4,039 | |||||||||
| Contract assets | 1,178 | 1,057 | |||||||||
| Inventories, net of reserve for excess and obsolete inventory | 4,681 | 4,681 | |||||||||
| Prepaid expenses and other current assets | 2,532 | 2,010 | |||||||||
| Total current assets | 14,384 | 13,720 | |||||||||
| Property, plant and equipment, net of accumulated depreciation of $4,992 as of November 30, 2025, and $4,970 as of August 31, 2025 | 2,831 | 2,847 | |||||||||
| Operating lease right-of-use assets | 461 | 462 | |||||||||
| Goodwill | 887 | 841 | |||||||||
| Intangible assets, net of accumulated amortization | 297 | 273 | |||||||||
| Deferred income taxes | 147 | 141 | |||||||||
| Other assets | 269 | 259 | |||||||||
| Total assets | $ | 19,276 | $ | 18,543 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current installments of notes payable and long-term debt | $ | 500 | $ | 499 | |||||||
| Accounts payable | 8,418 | 7,937 | |||||||||
| Accrued expenses | 5,534 | 5,185 | |||||||||
| Current operating lease liabilities | 96 | 93 | |||||||||
| Total current liabilities | 14,548 | 13,714 | |||||||||
| Notes payable and long-term debt, less current installments | 2,387 | 2,386 | |||||||||
| Other liabilities | 377 | 345 | |||||||||
| Non-current operating lease liabilities | 385 | 388 | |||||||||
| Income tax liabilities | 128 | 113 | |||||||||
| Deferred income taxes | 104 | 80 | |||||||||
| Total liabilities | 17,929 | 17,026 | |||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
| Jabil Inc. stockholders’ equity: | |||||||||||
| Preferred stock, $0.001 par value, authorized 10,000,000 shares; no shares issued and no shares outstanding | — | — | |||||||||
| Common stock, $0.001 par value, authorized 500,000,000 shares; 279,180,729 and 278,092,060 shares issued and 106,822,960 and 107,480,895 shares outstanding as of November 30, 2025 and August 31, 2025, respectively | — | — | |||||||||
| Additional paid-in capital | 3,108 | 3,047 | |||||||||
| Retained earnings | 6,519 | 6,382 | |||||||||
| Accumulated other comprehensive loss | (22) | (17) | |||||||||
| Treasury stock at cost, 172,357,769 and 170,611,165 shares as of November 30, 2025 and August 31, 2025, respectively | (8,261) | (7,899) | |||||||||
| Total Jabil Inc. stockholders’ equity | 1,344 | 1,513 | |||||||||
| Noncontrolling interests | 3 | 4 | |||||||||
| Total equity | 1,347 | 1,517 | |||||||||
| Total liabilities and equity | $ | 19,276 | $ | 18,543 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except for per share data)
(Unaudited)
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Net revenue | $ | 8,305 | $ | 6,994 | |||||||||||||||||||
| Cost of revenue | 7,563 | 6,388 | |||||||||||||||||||||
| Gross profit | 742 | 606 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Selling, general and administrative | 344 | 305 | |||||||||||||||||||||
| Research and development | 7 | 8 | |||||||||||||||||||||
| Amortization of intangibles | 19 | 13 | |||||||||||||||||||||
| Restructuring, severance and related charges | 76 | 83 | |||||||||||||||||||||
| Gain from the divestiture of businesses | (2) | — | |||||||||||||||||||||
| Acquisition and divestiture related charges | 15 | — | |||||||||||||||||||||
| Operating income | 283 | 197 | |||||||||||||||||||||
| Other expense | 29 | 20 | |||||||||||||||||||||
| Interest expense, net | 34 | 38 | |||||||||||||||||||||
| Income before income tax | 220 | 139 | |||||||||||||||||||||
| Income tax expense | 74 | 39 | |||||||||||||||||||||
| Net income | 146 | 100 | |||||||||||||||||||||
| Net income attributable to noncontrolling interests, net of tax | — | — | |||||||||||||||||||||
| Net income attributable to Jabil Inc. | $ | 146 | $ | 100 | |||||||||||||||||||
| Earnings per share attributable to the stockholders of Jabil Inc.: | |||||||||||||||||||||||
| Basic | $ | 1.37 | $ | 0.89 | |||||||||||||||||||
| Diluted | $ | 1.35 | $ | 0.88 | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 107.0 | 112.7 | |||||||||||||||||||||
| Diluted | 108.3 | 114.0 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Net income | $ | 146 | $ | 100 | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Change in foreign currency translation | (4) | (3) | |||||||||||||||||||||
| Change in derivative instruments | (2) | (4) | |||||||||||||||||||||
| Prior service credit | 1 | 1 | |||||||||||||||||||||
| Total other comprehensive loss | (5) | (6) | |||||||||||||||||||||
| Comprehensive income | $ | 141 | $ | 94 | |||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | — | — | |||||||||||||||||||||
| Comprehensive income attributable to Jabil Inc. | $ | 141 | $ | 94 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in millions)
(Unaudited)
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Total stockholders' equity, beginning balances | $ | 1,517 | $ | 1,737 | |||||||||||||||||||
| Common stock: | — | — | |||||||||||||||||||||
| Additional paid-in capital: | |||||||||||||||||||||||
| Beginning balances | 3,047 | 2,841 | |||||||||||||||||||||
| Disposition of noncontrolling interest | — | 2 | |||||||||||||||||||||
| Treasury shares purchased | (4) | 115 | |||||||||||||||||||||
| Recognition of stock-based compensation | 63 | 44 | |||||||||||||||||||||
| Provision for common stock warrant | 2 | — | |||||||||||||||||||||
| Ending balances | 3,108 | 3,002 | |||||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Beginning balances | 6,382 | 5,760 | |||||||||||||||||||||
| Declared dividends | (9) | (9) | |||||||||||||||||||||
| Net income attributable to Jabil Inc. | 146 | 100 | |||||||||||||||||||||
| Ending balances | 6,519 | 5,851 | |||||||||||||||||||||
| Accumulated other comprehensive loss: | |||||||||||||||||||||||
| Beginning balances | (17) | (46) | |||||||||||||||||||||
| Total other comprehensive loss | (5) | (6) | |||||||||||||||||||||
| Ending balances | (22) | (52) | |||||||||||||||||||||
| Treasury stock: | |||||||||||||||||||||||
| Beginning balances | (7,899) | (6,818) | |||||||||||||||||||||
| Purchases of treasury stock under employee stock plans | (65) | (40) | |||||||||||||||||||||
| Treasury shares purchased | (296) | (347) | |||||||||||||||||||||
| Excise taxes related to treasury shares purchased | (1) | (3) | |||||||||||||||||||||
| Ending balances | (8,261) | (7,208) | |||||||||||||||||||||
| Noncontrolling interests: | |||||||||||||||||||||||
| Beginning balances | 4 | — | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | — | — | |||||||||||||||||||||
| Other noncontrolling interest activity | (1) | — | |||||||||||||||||||||
| Ending balances | 3 | — | |||||||||||||||||||||
| Total stockholders' equity, ending balances | $ | 1,347 | $ | 1,593 |
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)
| Three months ended | |||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||
| Cash flows provided by operating activities: | |||||||||||
| Net income | $ | 146 | $ | 100 | |||||||
| Depreciation, amortization, and other, net | 267 | 182 | |||||||||
| Change in operating assets and liabilities, exclusive of net assets acquired | (90) | 30 | |||||||||
| Net cash provided by operating activities | 323 | 312 | |||||||||
| Cash flows used in investing activities: | |||||||||||
| Acquisition of property, plant and equipment | (95) | (97) | |||||||||
| Proceeds and advances from sale of property, plant and equipment | 44 | 11 | |||||||||
| Cash paid for business and intangible asset acquisitions, net of cash | (124) | (63) | |||||||||
| Other, net | (5) | 13 | |||||||||
| Net cash used in investing activities | (180) | (136) | |||||||||
| Cash flows used in financing activities: | |||||||||||
| Borrowings under debt agreements | 200 | 100 | |||||||||
| Payments toward debt agreements | (328) | (130) | |||||||||
| Payments to acquire treasury stock | (300) | (232) | |||||||||
| Dividends paid to stockholders | (10) | (10) | |||||||||
| Treasury stock minimum tax withholding related to vesting of restricted stock | (65) | (40) | |||||||||
| Net cash used in financing activities | (503) | (312) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (1) | (7) | |||||||||
| Net decrease in cash and cash equivalents | (361) | (143) | |||||||||
| Cash and cash equivalents at beginning of period | 1,933 | 2,201 | |||||||||
| Cash and cash equivalents at end of period | $ | 1,572 | $ | 2,058 | |||||||
See accompanying notes to Condensed Consolidated Financial Statements.
JABIL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the information set forth therein have been included. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in the Annual Report on Form 10-K of Jabil Inc. (the “Company”) for the fiscal year ended August 31, 2025. Results for the three months ended November 30, 2025, are not necessarily an indication of the results that may be expected for the full fiscal year ending August 31, 2026.
2. Trade Accounts Receivable Sale Programs
The Company regularly sells designated pools of high credit quality trade accounts receivable under uncommitted trade accounts receivable sale programs to unaffiliated financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions. The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under each of the trade accounts receivable sale programs. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
In conjunction with the trade accounts receivable sale programs, the Company is required to remit amounts collected as a servicer under the trade accounts receivable sale programs to the unaffiliated financial institutions that purchased the receivables. The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $564 million and $927 million as of November 30, 2025, and August 31, 2025, respectively. Transfers of the receivables under the trade accounts receivable sale programs are accounted for as sales and, accordingly, net receivables sold under the trade accounts receivable sale programs are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
The following is a summary of the Company’s uncommitted trade accounts receivable sale programs with unaffiliated financial institutions where the Company may elect to sell receivables and the unaffiliated financial institution may elect to purchase, at a discount, on an ongoing basis (in millions):
| Program | Maximum Amount**(1)(2)** | ||||||||||||||||||||||
| A | $ | 350 | |||||||||||||||||||||
| B | $ | 100 | |||||||||||||||||||||
| C | 1,900 | CNY | |||||||||||||||||||||
| D | $ | 230 | |||||||||||||||||||||
| E | $ | 170 | |||||||||||||||||||||
| F | $ | 75 | |||||||||||||||||||||
| G | $ | 250 | |||||||||||||||||||||
| H | $ | 2,000 | |||||||||||||||||||||
| I | $ | 250 | |||||||||||||||||||||
| J | $ | 250 | |||||||||||||||||||||
(1)Maximum amount of trade accounts receivable that may be sold under a facility at any one time.
(2)The trade accounts receivable sale programs either expire on various dates through 2028 or do not have expiration dates and may be terminated upon election of the Company or the unaffiliated financial institutions.
In connection with the trade accounts receivable sale programs, the Company recognized the following (in millions):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Trade accounts receivable sold | $ | 3,749 | $ | 1,686 | |||||||||||||||||||
| Cash proceeds received | $ | 3,732 | $ | 1,676 | |||||||||||||||||||
| Pre-tax losses on sale of receivables(1) | $ | 17 | $ | 10 |
(1)Recorded to other expense within the Condensed Consolidated Statements of Operations.
3. Inventories
Inventories consist of the following (in millions):
| November 30, 2025 | August 31, 2025 | ||||||||||
| Raw materials | $ | 3,879 | $ | 3,905 | |||||||
| Work in process | 274 | 335 | |||||||||
| Finished goods | 599 | 508 | |||||||||
| Reserve for excess and obsolete inventory | (71) | (67) | |||||||||
| Inventories, net | $ | 4,681 | $ | 4,681 |
The Company is responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of certain customers. If the Company does not obtain control of these components before they are transferred to the customer, the Company accounts for revenue and cost of revenue associated with such components on a net basis. Revenue and cost of revenue associated with components procured directly from customers is accounted for on a net basis if the components do not constitute a distinct good or service from the customer. As of November 30, 2025, and August 31, 2025, the Company had $1.6 billion and $1.1 billion, respectively, of components included in prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets, related to purchases made to procure components for customers whereby the associated revenue is expected to be accounted for on a net basis once transferred to the customer.
4. Leases
During fiscal year 2026, the Company entered into new operating and finance leases. The future minimum lease payments under these new leases as of November 30, 2025, were as follows (in millions):
| Payments due by period | |||||||||||||||||||||||||||||
| Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | |||||||||||||||||||||||||
| Operating lease obligations(1) | $ | 25 | $ | 7 | $ | 8 | $ | 8 | $ | 2 | |||||||||||||||||||
| Finance lease obligations(2) | $ | 78 | $ | 44 | $ | 34 | $ | — | $ | — |
(1)Excludes $31 million of residual value guarantees that could potentially come due in future periods. The Company does not believe it is probable that any amounts will be owed under these guarantees. Therefore, no amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.
(2)Excludes $23 million of payments related to leases signed but not yet commenced. Additionally, certain leases signed but not yet commenced contain residual value guarantees and purchase options not deemed probable.
5. Goodwill and Other Intangible Assets
The following table presents the changes in goodwill allocated to the Company’s reportable segments during the three months ended November 30, 2025 (in millions):
| Regulated Industries | Intelligent Infrastructure | Connected Living and Digital Commerce | Total | ||||||||||||||||||||
| Balance as of August 31, 2025 | $ | 673 | $ | 76 | $ | 92 | $ | 841 | |||||||||||||||
| Acquisitions and adjustments(1) | — | 47 | — | 47 | |||||||||||||||||||
| Change in foreign currency exchange rates | (1) | — | — | (1) | |||||||||||||||||||
| Balance as of November 30, 2025 | $ | 672 | $ | 123 | $ | 92 | $ | 887 |
(1)In connection with the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) during the fiscal year 2026. See Note 15 – “Business Acquisitions and Divestitures” for additional information.
The following table is a summary of the Company’s gross goodwill balances and accumulated impairments as of the periods indicated (in millions):
| November 30, 2025 | August 31, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Impairment | Gross Carrying Amount | Accumulated Impairment | ||||||||||||||||||||
| Goodwill | $ | 1,907 | $ | 1,020 | $ | 1,861 | $ | 1,020 |
The following table presents the Company’s total purchased intangible assets as of the periods indicated (in millions):
| Weighted Average Amortization Period (in years) | November 30, 2025**(1)** | August 31, 2025 | |||||||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||
| Contractual agreements and customer relationships | 11 | $ | 513 | $ | (299) | $ | 214 | $ | 494 | $ | (292) | $ | 202 | ||||||||||||||||||||||||||||
| Intellectual property | 8 | 258 | (185) | 73 | 240 | (182) | 58 | ||||||||||||||||||||||||||||||||||
| Finite-lived trade names | 2 | 138 | (128) | 10 | 132 | (119) | 13 | ||||||||||||||||||||||||||||||||||
| Total intangible assets | 9 | $ | 909 | $ | (612) | $ | 297 | $ | 866 | $ | (593) | $ | 273 |
(1)In connection with the acquisition of Rebound Technologies, the Company acquired $43 million of intangible assets. See Note 15 – “Business Acquisitions and Divestitures” for additional information.
Intangible asset amortization during the three months ended November 30, 2025, and 2024 was approximately $19 million and $13 million, respectively. The estimated future amortization expense is as follows (in millions):
| Fiscal Year Ended August 31, | |||||
| 2026 | $ | 40 | |||
| 2027 | 49 | ||||
| 2028 | 46 | ||||
| 2029 | 36 | ||||
| 2030 | 34 | ||||
| Thereafter | 92 | ||||
| Total | $ | 297 |
6. Notes Payable and Long-Term Debt
Notes payable and long-term debt outstanding as of November 30, 2025, and August 31, 2025, are summarized below (in millions):
| Maturity Date | November 30, 2025 | August 31, 2025 | ||||||||||||||||||
| 3.950% Senior Notes | Jan 12, 2028 | $ | 499 | $ | 499 | |||||||||||||||
| 3.600% Senior Notes | Jan 15, 2030 | 498 | 498 | |||||||||||||||||
| 3.000% Senior Notes | Jan 15, 2031 | 595 | 595 | |||||||||||||||||
| 1.700% Senior Notes | Apr 15, 2026 | 500 | 499 | |||||||||||||||||
| 4.250% Senior Notes | May 15, 2027 | 498 | 497 | |||||||||||||||||
| 5.450% Senior Notes | Feb 1, 2029 | 297 | 297 | |||||||||||||||||
| Borrowings under credit facilities(1) | Jun 18, 2030 | — | — | |||||||||||||||||
| Total notes payable and long-term debt | 2,887 | 2,885 | ||||||||||||||||||
| Less current installments of notes payable and long-term debt | 500 | 499 | ||||||||||||||||||
| Notes payable and long-term debt, less current installments | $ | 2,387 | $ | 2,386 |
(1)As of November 30, 2025, the Company had $4.0 billion in available unused borrowing capacity under its revolving credit facilities, of which $3.2 billion was available under the senior unsecured credit agreement dated June 18, 2025 (the “Revolving Credit Facility”). The Revolving Credit Facility acts as the back-up facility for commercial paper outstanding, if any. The Company has a borrowing capacity of up to $3.2 billion under its commercial paper program.
Debt Covenants
Borrowings under the Company’s debt agreements are subject to various covenants that limit the Company’s ability to: incur additional indebtedness, sell assets, effect mergers and certain transactions, and effect certain transactions with subsidiaries and affiliates. In addition, the revolving credit facilities contain debt leverage and interest coverage covenants. The Company is also subject to certain covenants requiring the Company to offer to repurchase the 3.950%, 3.600%, 3.000%, 1.700%, 4.250% or 5.450% Senior Notes upon a change of control. As of November 30, 2025, and August 31, 2025, the Company was in compliance with its debt covenants.
Fair Value
Refer to Note 16 – “Fair Value Measurements” for the estimated fair values of the Company’s notes payable and long-term debt.
7. Asset-Backed Securitization Program
Certain Jabil entities participating in the global asset-backed securitization program continuously sell designated pools of trade accounts receivable to a special purpose entity, which in turn sells certain of the receivables at a discount to conduits administered by an unaffiliated financial institution on a monthly basis. In addition, a foreign entity participating in the global asset-backed securitization program sells certain receivables at a discount to conduits administered by an unaffiliated financial institution on a daily basis. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the respective financial institutions.
The Company continues servicing the receivables sold and in exchange receives an immaterial servicing fee under the global asset-backed securitization program. In conjunction with the global asset-backed securitization program, the Company is required to remit amounts collected as a servicer under the global asset-backed securitization program to a special purpose entity. The Company does not record a servicing asset or liability on the Condensed Consolidated Balance Sheets as the Company estimates that the fee it receives to service these receivables approximates the fair market compensation to provide the servicing activities.
The special purpose entity in the global asset-backed securitization program is a wholly owned subsidiary of the Company and is included in the Company’s Condensed Consolidated Financial Statements. Certain unsold receivables covering up to the maximum amount of net cash proceeds available under the domestic, or U.S., portion of the global asset-backed securitization program are pledged as collateral to the unaffiliated financial institution as of November 30, 2025.
The global asset-backed securitization program expires in January 2028 and the maximum amount of net cash proceeds available at any one time is $700 million.
The outstanding balance of receivables sold and not yet collected on accounts where the Company has continuing involvement was approximately $386 million and $372 million as of November 30, 2025, and August 31, 2025, respectively. Transfers of the receivables under the asset-backed securitization program are accounted for as sales and, accordingly, net receivables sold under the asset-backed securitization program are excluded from accounts receivable on the Condensed Consolidated Balance Sheets and are reflected as cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows.
In connection with the asset-backed securitization program, the Company recognized the following (in millions):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Trade accounts receivable sold | $ | 1,058 | $ | 1,067 | |||||||||||||||||||
| Cash proceeds received(1) | $ | 1,048 | $ | 1,055 | |||||||||||||||||||
| Pre-tax losses on sale of receivables(2) | $ | 10 | $ | 12 |
(1)The amounts primarily represent proceeds from collections reinvested in revolving-period transfers.
(2)Recorded to other expense within the Condensed Consolidated Statements of Operations.
The global asset-backed securitization program requires compliance with several covenants including compliance with the interest ratio and debt to EBITDA ratio of the Revolving Credit Facility. As of November 30, 2025, and August 31, 2025, the Company was in compliance with all covenants under the global asset-backed securitization program.
8. Accrued Expenses
Accrued expenses consist of the following (in millions):
| November 30, 2025 | August 31, 2025 | ||||||||||
| Inventory deposits | $ | 1,099 | $ | 1,205 | |||||||
| Contract liabilities(1) | 1,040 | 1,016 | |||||||||
| Accrued compensation and employee benefits | 682 | 756 | |||||||||
| Other accrued expenses | 2,713 | 2,208 | |||||||||
| Accrued expenses | $ | 5,534 | $ | 5,185 |
(1)Revenue recognized during the three months ended November 30, 2025 and 2024 that was included in the contract liability balance as of August 31, 2025, and 2024 was $187 million and $150 million, respectively.
9. Derivative Financial Instruments and Hedging Activities
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as market risks. The Company, where deemed appropriate, uses derivatives as risk management tools to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency risk and interest rate risk.
All derivative instruments are recorded gross on the Condensed Consolidated Balance Sheets at their respective fair values. Changes in fair value of derivative instruments are recorded in the Condensed Consolidated Statements of Operations, or as a component of AOCI in the Condensed Consolidated Balance Sheets.
Foreign Currency Risk Management
The Company enters into forward foreign exchange contracts to manage the foreign currency risk associated with the anticipated foreign currency denominated revenues and expenses.
Cash Flow Hedges
The Company enters into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues and expenses against foreign currency fluctuations. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The aggregate notional amount of these outstanding contracts as of November 30, 2025, and August 31, 2025, was $380 million and $433 million, respectively. The anticipated foreign currency denominated revenues and expenses being hedged are expected to occur between December 1, 2025, and August 31, 2026.
Net Investment Hedges
In addition, the Company has entered into forward foreign exchange contracts to hedge a portion of its net investment in foreign currency denominated operations, which are designated as net investment hedges. The maturity dates and aggregate notional amount of these outstanding contracts are as follows (in millions):
| Maturity date | November 30, 2025 | August 31, 2025 | |||||||||
| October 2025 | $ | — | $ | 103 | |||||||
| January 2026 | 200 | 200 | |||||||||
| April 2026 | 42 | 42 | |||||||||
| July 2026 | 126 | 45 | |||||||||
| Total | $ | 368 | $ | 390 |
Gains and losses on derivative instruments designated as cash flow hedges and derivative instruments designated as net investment hedges recognized in OCI and reclassified from AOCI into earnings were not material during the three months ended November 30, 2025, and 2024. Gains and losses recognized in earnings due to amounts excluded from effectiveness testing were not material during the three months ended November 30, 2025, and 2024.
Non-Designated Derivatives
In addition to derivatives that are designated as hedging instruments and qualify for hedge accounting, the Company also enters into forward foreign exchange contracts to economically hedge transactional exposure associated with commitments arising from trade accounts receivable, trade accounts payable, fixed purchase obligations and intercompany transactions denominated in a currency other than the functional currency of the respective operating entity. The Company may also enter into forward foreign exchange contracts to economically hedge the foreign currency exposure related to the purchase price for a pending acquisition. The aggregate notional amount of these outstanding contracts as of November 30, 2025, and August 31, 2025, was $3.6 billion and $3.2 billion, respectively.
Gains and losses on derivative instruments not designated as hedging instruments recognized in earnings were not material during the three months ended November 30, 2025, and 2024.
Interest Rate Risk Management
The Company periodically enters into interest rate swaps to manage interest rate risk associated with the Company’s borrowings or anticipated debt issuances.
Cash Flow Hedges
The following table presents the interest rate swaps outstanding as of November 30, 2025, which have been designated as hedging instruments and are accounted for as cash flow hedges (in millions):
| Interest Rate Swap Summary | Hedged Interest Rate Payments | Aggregate Notional Amount | Effective Date | Expiration Date | ||||||||||||||||||||||
| Forward Interest Rate Swap | Fixed | $ | 100 | March 2025 | July 31, 2026 | (1)(2) | ||||||||||||||||||||
| Forward Interest Rate Swap | Fixed | $ | 75 | October 2025 | July 30, 2027 | (1)(2) | ||||||||||||||||||||
| Forward Interest Rate Swap | Fixed | $ | 150 | November 2025 | July 30, 2027 | (1)(2) | ||||||||||||||||||||
| Forward Interest Rate Swap | Fixed | $ | 75 | December 2025 | July 30, 2027 | (1)(2) | ||||||||||||||||||||
(1)If the anticipated debt issuance or term loan borrowings occurs before the expiration date, the contracts will be terminated simultaneously with the debt issuance or term loan borrowings.
(2)The contracts will be settled with the respective counterparties on a net basis at the time of termination or expiration.
10. Stockholders’ Equity
The Company recognized stock-based compensation expense within selling, general and administrative expense as follows (in millions):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Restricted stock units | $ | 58 | $ | 40 | |||||||||||||||||||
| Employee stock purchase plan | 5 | 4 | |||||||||||||||||||||
| Total | $ | 63 | $ | 44 |
As of November 30, 2025, the shares available to be issued under the 2021 Equity Incentive Plan were 6,579,931.
Restricted Stock Units
Certain key employees have been granted time-based, performance-based and market-based restricted stock unit awards (“restricted stock units”). The time-based restricted stock units generally vest on a graded vesting schedule over three years. The performance-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The performance-based restricted stock units have a vesting condition that is based upon the Company’s cumulative adjusted core earnings per share during the performance period. The market-based restricted stock units generally vest on a cliff vesting schedule over three years and up to a maximum of 200%, depending on the specified performance condition and the level of achievement obtained. The market-based restricted stock units have a vesting condition that is tied to the Company’s total shareholder return based on the Company’s stock performance in relation to the companies in the Standard and Poor’s (S&P) Super Composite Technology Hardware and Equipment Index excluding the Company. During the three months ended November 30, 2025, and 2024, the Company awarded approximately 0.3 million and 0.6 million time-based restricted stock units, respectively, 0.1 million and 0.1 million performance-based restricted stock units, respectively, and 0.1 million and 0.1 million market-based restricted stock units, respectively.
The following represents the stock-based compensation information as of the period indicated (in millions):
| November 30, 2025 | |||||
| Unrecognized stock-based compensation expense – restricted stock units | $ | 100 | |||
| Remaining weighted-average period for restricted stock units expense | 1.5 years |
Common Stock Outstanding
The following represents the common stock outstanding for the periods indicated:
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Common stock outstanding: | |||||||||||||||||||||||
| Beginning balances | 107,480,895 | 113,744,167 | |||||||||||||||||||||
| Shares issued under employee stock purchase plan | 21 | — | |||||||||||||||||||||
| Vesting of restricted stock | 1,088,648 | 1,082,612 | |||||||||||||||||||||
| Purchases of treasury stock under employee stock plans | (314,236) | (323,000) | |||||||||||||||||||||
| Treasury shares purchased | (1,432,368) | (2,810,720) | |||||||||||||||||||||
| Ending balances | 106,822,960 | 111,693,059 |
Warrants
On December 27, 2024, the Company issued a warrant (the “Warrant”) to Amazon.com NV Investment Holdings LLC to acquire up to 1,158,539 ordinary shares of the Company (“Warrant Shares”) at an initial exercise price of $137.7671 per share. The Warrant allows for cashless exercise and expires December 27, 2031. The Warrant Shares are subject to vesting for payments for purchased products and services over the seven-year Warrant term.
The following table summarizes the Warrant activity for the three months ended November 30, 2025:
| Warrant Shares | |||||
| Outstanding as of August 31, 2025 | 1,098,957 | ||||
| Changes during the period | |||||
| Shares granted | — | ||||
| Shares vested | — | ||||
| Outstanding as of November 30, 2025 | 1,098,957 | ||||
| Exercisable as of November 30, 2025 | 59,582 |
Treasury Shares Purchased
The Company repurchases shares of its common stock under share repurchase programs authorized by the Company’s Board of Directors. The following Board approved share repurchase programs were executed through a combination of accelerated share repurchase (“ASR”) agreements and open market transactions (in millions):
| Board Approval Date | Amount Authorized | Shares Repurchased | Total Cash Utilized | Remaining Authorization | Authorization Completion Date | ||||||||||||||||||||||||||||||
| Amended 2023 Share Repurchase Program | Q1 FY 2024 | $ | 2,500 | 20.4 | $ | 2,500 | $ | — | Q1 FY 2025 | ||||||||||||||||||||||||||
| 2025 Share Repurchase Program | Q1 FY 2025 | $ | 1,000 | 6.6 | $ | 1,000 | $ | — | Q4 FY 2025 | ||||||||||||||||||||||||||
| 2026 Share Repurchase Program(1) | Q4 FY 2025 | $ | 1,000 | 2.7 | $ | 600 | $ | 400 |
(1)As of November 30, 2025, 1.4 million shares had been repurchased for $300 million and $700 million remained available under the 2026 Share Repurchase Program. As of January 2, 2026, 2.7 million shares had been repurchased for $600 million and $400 million remained available under the 2026 Share Repurchase Program.
Under ASR agreements, the Company makes payments to the participating financial institutions and receives an initial delivery of shares of common stock. The final number of shares delivered upon settlement of the ASR agreements is determined based on a discount to the volume weighted average price of the Company’s common stock during the term of the agreements. At the time the shares are received by the Company, the initial delivery and the final receipt of shares upon settlement of the ASR agreements results in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
The terms of ASR agreements, structured as outlined above, were as follows (in millions, except average price):
| Agreement Execution Date | Agreement Settlement Date | Agreement Amount | Initial Shares Delivered | Additional Shares Delivered | Total Shares Delivered | Average Price Paid Per Share | ||||||||||||||||||||||||||||||||||||||
| Q4 FY 2024 | Q1 FY 2025 | $ | 555 | 4.2 | 1.0 | 5.2 | $ | 107.08 | ||||||||||||||||||||||||||||||||||||
| Q2 FY 2025 | Q3 FY 2025 | $ | 310 | 1.8 | 0.2 | 2.0 | $ | 154.44 | ||||||||||||||||||||||||||||||||||||
| Q3 FY 2025 | Q4 FY 2025 | $ | 309 | 1.8 | 0.0 | 1.8 | $ | 171.91 | ||||||||||||||||||||||||||||||||||||
| Q1 FY 2026 | Q2 FY 2026 | (1) | $ | 45 | 0.2 | 0.0 | 0.2 | $ | 209.67 | |||||||||||||||||||||||||||||||||||
| Q2 FY 2026 | Q3 FY 2026 | $ | 200 | 0.8 | (2) | (2) | $ | 226.62 |
(1)In October 2025, the Company entered into ASR agreements to repurchase $45 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $45 million to participating financial institutions and received an initial delivery of shares of common stock. In December 2025, the ASR transaction was completed and the final receipt of shares were delivered.
(2)In December 2025, the Company entered into ASR agreements to repurchase $200 million, excluding excise tax, of the Company’s common stock. Under the ASR agreements, the Company made payments of $200 million to participating financial institutions and received an initial delivery of shares of common stock. The delivery of any remaining shares will occur at the final settlement of the transactions under the ASR agreements.
In addition, the Company repurchased shares of its common stock through the open market as follows (in millions):
| Three months ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Cost | Shares | Cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Open market share repurchases(1) | 1.2 | $ | 255 | 1.8 | $ | 232 |
(1)As of January 2, 2026, 1.7 million shares had been repurchased for $355 million through open market transactions under the 2026 Share Repurchase Program.
11. Concentration of Risk and Segment Data
Concentration of Risk
Sales of the Company’s products are concentrated among specific customers. During the three months ended November 30, 2025, the Company’s five largest customers accounted for approximately 38% of its net revenue and 77 customers accounted for approximately 90% of its net revenue. Sales to these customers were reported in the Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce operating segments.
The Company procures components from a broad group of suppliers. Some of the products manufactured by the Company require one or more components that are available from only a single source.
Segment Data
Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses; for which separate financial information is available; and whose operating results are regularly reviewed by the chief operating decision maker (“CODM”), our Chief Executive Officer. The CODM regularly reviews net revenue by segment, segment income, and segment income margin, including prior period comparison and forecasted segment results, to assess the performance of the individual segments and make decisions about resources to be allocated to the segments.
The Company derives its revenue from providing comprehensive electronics design, production, and product management services. The Company’s operating segments consist of three segments – Regulated Industries, Intelligent Infrastructure, and Connected Living and Digital Commerce, which are also the Company’s reportable segments. The segments are organized based on the economic profiles of the services performed, including manufacturing capabilities, market strategy, margins, return on capital, and risk profiles.
The Regulated Industries segment is focused on regulated markets and includes revenues from customers primarily in the automotive and transportation, healthcare and packaging, and renewable energy infrastructure industries. The Intelligent Infrastructure segment is focused on the modern digital ecosystem including artificial intelligence (“AI”) infrastructure and includes revenues from customers primarily in the capital equipment, cloud and data center infrastructure, and networking and communications industries. The Connected Living and Digital Commerce segment is focused on digitalization and automation, including warehouse automation and robotics, and includes revenues from customers primarily in the connected living and digital commerce industries.
Net revenue for the operating segments is attributed to the segment in which the service is performed. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net revenue less segment expenses, which includes cost of revenue, segment selling, general and administrative expenses, segment research and development expenses and an allocation of corporate manufacturing expenses and selling, general and administrative expenses. Certain items are excluded from the calculation of segment income. Segment income margin is defined as segment income divided by net revenue. Total segment assets are defined as accounts receivable, contract assets, inventories, net, customer-related property, plant and equipment, intangible assets net of accumulated amortization, and goodwill. All other non-segment assets are reviewed on a global basis by management. Transactions between operating segments are generally recorded at amounts that approximate those at which we would transact with third parties.
The following tables set forth operating segment information (in millions):
| Three months ended | |||||||||||||||||||||||||||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Regulated Industries | Intelligent Infrastructure | Connected Living and Digital Commerce | Total | Regulated Industries | Intelligent Infrastructure | Connected Living and Digital Commerce | Total | ||||||||||||||||||||||||||||||||||||||||
| Point in time | $ | 124 | $ | 2,325 | $ | 525 | $ | 2,974 | $ | 135 | $ | 1,106 | $ | 455 | $ | 1,696 | |||||||||||||||||||||||||||||||
| Over time | 2,949 | 1,528 | 854 | 5,331 | 2,822 | 1,390 | 1,086 | 5,298 | |||||||||||||||||||||||||||||||||||||||
| Net revenue | $ | 3,073 | $ | 3,853 | $ | 1,379 | $ | 8,305 | $ | 2,957 | $ | 2,496 | $ | 1,541 | $ | 6,994 | |||||||||||||||||||||||||||||||
| Segment expenses | 2,896 | 3,651 | 1,304 | 7,851 | $ | 2,819 | $ | 2,376 | $ | 1,452 | $ | 6,647 | |||||||||||||||||||||||||||||||||||
| Segment income | 177 | 202 | 75 | 454 | $ | 138 | $ | 120 | $ | 89 | $ | 347 | |||||||||||||||||||||||||||||||||||
| Segment income margin | 5.8 | % | 5.2 | % | 5.5 | % | 5.5 | % | 4.7 | % | 4.8 | % | 5.8 | % | 5.0 | % |
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Segment income | $ | 454 | $ | 347 | |||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Amortization of intangibles | (19) | (13) | |||||||||||||||||||||
| Stock-based compensation expense and related charges | (63) | (44) | |||||||||||||||||||||
| Restructuring, severance and related charges(1) | (76) | (83) | |||||||||||||||||||||
| Business interruption and impairment charges, net(2) | — | (9) | |||||||||||||||||||||
| Gain from the divestiture of businesses | 2 | — | |||||||||||||||||||||
| Acquisition and divestiture related charges(3) | (15) | — | |||||||||||||||||||||
| Other expense (net of periodic benefit cost) | (29) | (21) | |||||||||||||||||||||
| Interest expense, net | (34) | (38) | |||||||||||||||||||||
| Income before income tax | $ | 220 | $ | 139 |
(1)Charges recorded during the three months ended November 30, 2025, relate to targeted restructuring activities to optimize our cost structure and improve operational efficiencies. Charges recorded during the three months ended November 30, 2024, primarily related to the 2025 Restructuring Plan.
(2)Charges recorded during the three months ended November 30, 2024, related primarily to costs associated with damage from Hurricanes Helene and Milton, which impacted our operations in St. Petersburg, Florida, and Asheville and Hendersonville, North Carolina. Charges are classified as a component of cost of revenue and selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
(3)Charges recorded during the three months ended November 30, 2025, include $3 million of losses on forward foreign exchange contracts in anticipation of the acquisition of Hanley Energy Group.
| November 30, 2025 | August 31, 2025 | |||||||||||||
| Total assets: | ||||||||||||||
| Regulated Industries | $ | 6,591 | $ | 6,262 | ||||||||||
| Intelligent Infrastructure | 4,016 | 3,739 | ||||||||||||
| Connected Living and Digital Commerce | 2,244 | 2,199 | ||||||||||||
| Other non-allocated assets | 6,425 | 6,343 | ||||||||||||
| Total | $ | 19,276 | $ | 18,543 |
The Company operates in approximately 30 countries worldwide. Sales to unaffiliated customers are based on the Company location that maintains the customer relationship and transacts the external sale. The following table sets forth, for the periods indicated, foreign source revenue expressed as a percentage of net revenue:
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Foreign source revenue(1) | 72.8 | % | 80.8 | % |
(1)Decrease from prior periods was primarily driven by domestic revenue growth within our Intelligent Infrastructure segment during the three months ended November 30, 2025.
12. Restructuring, Severance, and Related Charges
The following is a summary of the Company’s restructuring, severance, and related charges (in millions):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025**(1)** | November 30, 2024**(2)** | ||||||||||||||||||||||
| Employee severance and benefit costs | $ | 32 | $ | 27 | |||||||||||||||||||
| Lease costs | — | 3 | |||||||||||||||||||||
| Asset write-off costs | 31 | 23 | |||||||||||||||||||||
| Other costs | 13 | 30 | |||||||||||||||||||||
| Total restructuring, severance and related charges(3) | $ | 76 | $ | 83 |
(1)Primarily related to targeted restructuring activities to optimize our cost structure and improve operational efficiencies.
(2)Primarily related to the 2025 Restructuring Plan.
(3)Except for asset write-off costs, all restructuring, severance and related charges are cash costs.
The following table presents the Company’s restructuring, severance, and related charges disaggregated by segment (in millions):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Total restructuring, severance and related charges: | |||||||||||||||||||||||
| Regulated Industries | $ | 45 | $ | 21 | |||||||||||||||||||
| Intelligent Infrastructure | 5 | 29 | |||||||||||||||||||||
| Connected Living and Digital Commerce | 25 | 6 | |||||||||||||||||||||
| Non-allocated charges | 1 | 27 | |||||||||||||||||||||
| Total | $ | 76 | $ | 83 |
The table below summarizes the Company’s liability activity during the three months ended November 30, 2025 (in millions):
| Employee Severance and Benefit Costs | Lease Costs | Asset Write-off Costs | Other Related Costs | Total | |||||||||||||||||||||||||
| Balance as of August 31, 2025 | $ | 16 | $ | — | $ | — | $ | 17 | $ | 33 | |||||||||||||||||||
| Restructuring related charges | 32 | — | 31 | 13 | 76 | ||||||||||||||||||||||||
| Asset write-off charge and other non-cash activity | — | — | (31) | (10) | (41) | ||||||||||||||||||||||||
| Cash payments | (23) | — | — | (6) | (29) | ||||||||||||||||||||||||
| Balance as of November 30, 2025 | $ | 25 | $ | — | $ | — | $ | 14 | $ | 39 |
2025 Restructuring Plan
On September 24, 2024, the Company’s Board of Directors approved a restructuring plan to align our support infrastructure to further optimize organizational effectiveness. This action includes headcount reductions across our Selling, General, and Administrative (“SG&A”) and manufacturing cost base and capacity realignment (the “2025 Restructuring Plan”).
The 2025 Restructuring Plan, totaling approximately $200 million in pre-tax restructuring and other related costs, was substantially complete as of November 30, 2025.
13. Income Taxes
Effective Income Tax Rate
The U.S. federal statutory income tax rate and the Company's effective income tax rate are as follows:
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| U.S. federal statutory income tax rate | 21.0 | % | 21.0 | % | |||||||||||||||||||
| Effective income tax rate | 33.6 | % | 28.0 | % |
The effective income tax rate differed for the three months ended November 30, 2025, compared to the three months ended November 30, 2024, primarily due to: (i) a change in the jurisdictional mix of earnings, driven in part by strengthened performance in tax jurisdictions with existing valuation allowances for the three months ended November 30, 2025 and (ii) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024.
The effective income tax rate differed from the U.S. federal statutory income tax rate of 21.0% during the three months ended November 30, 2025 and 2024, primarily due to: (i) the jurisdictional mix of earnings, (ii) losses in tax jurisdictions with existing valuation allowances, (iii) tax incentives granted to sites in Malaysia, Singapore, and Vietnam, and (iv) an $18 million income tax benefit for the reversal of an unrecognized tax benefit due to a lapse of statute for the three months ended November 30, 2024.
14. Earnings Per Share and Dividends
Earnings Per Share
The Company calculates its basic earnings per share by dividing net income attributable to the Company by the weighted average number of common shares outstanding during the period. The Company’s diluted earnings per share is calculated in a similar manner but includes the effect of dilutive securities. The difference between the weighted average number of basic shares outstanding and the weighted average number of diluted shares outstanding is primarily due to dilutive unvested restricted stock units.
Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be antidilutive. Performance-based restricted stock units are considered dilutive when the related performance criteria have been met assuming the end of the reporting period represents the end of the performance period. All potential shares of common stock are antidilutive in periods of net loss. Potential shares of common stock not included in the computation of earnings per share because their effect would have been antidilutive or because the performance criterion was not met were as follows (in thousands):
| Three months ended | |||||||||||||||||||||||
| November 30, 2025 | November 30, 2024 | ||||||||||||||||||||||
| Restricted stock units | 299.0 | 352.3 | |||||||||||||||||||||
Dividends
The following table sets forth cash dividends declared by the Company to common stockholders during the three months ended November 30, 2025, and 2024 (in millions, except for per share data):
| Dividend Declaration Date | Dividend per Share | Total of Cash Dividends Declared | Date of Record for Dividend Payment | Dividend Cash Payment Date | |||||||||||||||||||||||||
| Fiscal Year 2026: | October 16, 2025 | $ | 0.08 | $ | 9 | November 17, 2025 | December 2, 2025 | ||||||||||||||||||||||
| Fiscal Year 2025: | October 17, 2024 | $ | 0.08 | $ | 9 | November 15, 2024 | December 3, 2024 | ||||||||||||||||||||||
15. Business Acquisitions and Divestitures
Acquisitions
Fiscal Year 2026
On January 2, 2026, the Company completed the acquisition of Hanley Energy Group (“Hanley”) for cash consideration transferred of $751 million, which includes cash acquired of approximately $31 million. Pursuant to the purchase agreement, the Company recorded contingent consideration obligations subject to achieving future revenue thresholds. Hanley is a provider of energy management and critical power solutions serving the data center infrastructure market. The final purchase price is subject to adjustment based on conditions within the purchase agreement.
The Company is in the process of determining the fair values of the acquired assets and assumed liabilities. The initial accounting for the Hanley acquisition is incomplete due to the proximity of the transaction date to the filing of the Quarterly Report on Form 10-Q for the three months ended November 30, 2025. The preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed are anticipated to be completed in the second quarter of fiscal year 2026.
On September 1, 2025, the Company completed the acquisition of Rebound Technologies Group Holdings Limited (“Rebound Technologies”) for cash consideration transferred of $133 million. Rebound Technologies is a global supply chain service provider headquartered in the United Kingdom offering end-to-end solutions including global sourcing, data driven analytics, proactive shortage management and obsolescence strategies. The final purchase price is subject to adjustment based on conditions within the purchase agreement.
The acquisition of Rebound Technologies was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $177 million, including $43 million in intangible assets and $47 million in goodwill, and liabilities assumed of $44 million were recorded at their estimated fair values as of the acquisition date. The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed, and tax adjustments. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment. The majority of the goodwill is currently not expected to be deductible for income tax purposes. The results of operations were included in the Company’s condensed consolidated financial results beginning on September 1, 2025. Pro forma information has not been provided as the acquisition of Rebound Technologies is not deemed to be significant.
Fiscal Year 2025
On February 3, 2025, the Company completed the acquisition of Pharmaceutics International, Inc. (“Pii”) for cash consideration transferred of $309 million. The final purchase price is subject to adjustment based on certain customary conditions as outlined in the purchase agreement. Pii is a contract development and manufacturing organization specializing in early stage, clinical, and commercial volume aseptic filling, lyophilization, and oral solid dose manufacturing. The acquisition will enhance the Company’s existing Regulated Industries service offerings, which includes the development and commercial production of auto-injectors, pen injectors, inhalers, and on-body pumps.
The acquisition of Pii was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $358 million, including $149 million in intangible assets and $142 million in goodwill, and liabilities assumed of $49 million were recorded at their estimated fair values as of the acquisition date. The preliminary estimates and measurements are subject to change during the measurement period for assets acquired, liabilities assumed, and tax adjustments. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Regulated Industries segment. Goodwill is primarily attributable to expected synergies enabling comprehensive support for customers in drug development, clinical trials, and product commercialization at scale. The majority of the goodwill is currently not expected to be deductible for income tax purposes. The results of operations were included in the Company’s condensed consolidated financial results beginning on February 3, 2025. Pro forma information has not been provided as the acquisition of Pii is not deemed to be significant.
On October 1, 2024, the Company completed the acquisition of Mikros Technologies LLC (“Mikros Technologies”) for consideration transferred of $63 million. Mikros Technologies is a leader in the engineering and manufacturing of liquid cooling solutions for thermal management.
The acquisition of Mikros Technologies was accounted for as a business combination using the acquisition method of accounting. Assets acquired of $63 million, including $40 million in intangible assets and $17 million in goodwill, were recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the fair value of the acquired assets and assumed liabilities was recorded to goodwill and was fully allocated to the Intelligent Infrastructure segment. The majority of the goodwill is currently expected to be deductible for income tax purposes. The results of operations were included in the Company’s condensed consolidated financial results beginning on October 1, 2024. Pro forma information has not been provided as the acquisition of Mikros Technologies is not deemed to be significant.
Divestitures
Fiscal Year 2025
On August 1, 2025, through its indirect subsidiary, Jabil Circuit Italia S.r.l. (“JCI”), the Company divested its operations in Italy. As a result of the transaction, the Company derecognized net assets of approximately $36 million and recorded a pre-tax loss of $97 million during the three months ended August 31, 2025, subject to post-closing adjustments that are still being finalized. As part of the terms of the agreement, the Company also paid cash consideration of $63 million to the buyer. The operating results of this business were immaterial to the Company's consolidated results of operations.
16. Fair Value Measurements
Fair Value Measurements on a Recurring Basis
The carrying amounts of cash and cash equivalents, trade accounts receivable, prepaid expenses, and other current assets, accounts payable and accrued expenses approximate fair value because of the short-term nature of these financial instruments. Cash equivalents consist of investments that are readily convertible to cash with original maturities of 90 days or less and are classified within Level 1 of the fair value hierarchy. As of November 30, 2025 and August 31, 2025, there were $534 million and $392 million of cash equivalents, respectively.
The fair value of forward foreign exchange contracts were not material to the Company’s Condensed Consolidated Balance Sheets as of November 30, 2025 and August 31, 2025.
Fair Value of Financial Instruments
The carrying amounts of borrowings under credit facilities and under loans approximate fair value as interest rates on these instruments approximate current market rates. Notes payable and long-term debt is carried at amortized cost; however, the Company estimates the fair values of notes payable and long-term debt for disclosure purposes. The following table presents the carrying amounts and fair values of the Company's notes payable and long-term debt, by hierarchy level as of the periods indicated (in millions):
| November 30, 2025 | August 31, 2025 | |||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||||||||
| Notes payable and long-term debt: (Note 6) | ||||||||||||||||||||||||||||||||
| 3.950% Senior Notes | Level 2 | (1) | $ | 499 | $ | 499 | $ | 499 | $ | 496 | ||||||||||||||||||||||
| 3.600% Senior Notes | Level 2 | (1) | $ | 498 | $ | 483 | $ | 498 | $ | 480 | ||||||||||||||||||||||
| 3.000% Senior Notes | Level 2 | (1) | $ | 595 | $ | 558 | $ | 595 | $ | 551 | ||||||||||||||||||||||
| 1.700% Senior Notes | Level 2 | (1) | $ | 500 | $ | 495 | $ | 499 | $ | 492 | ||||||||||||||||||||||
| 4.250% Senior Notes | Level 2 | (1) | $ | 498 | $ | 501 | $ | 497 | $ | 500 | ||||||||||||||||||||||
| 5.450% Senior Notes | Level 2 | (1) | $ | 297 | $ | 309 | $ | 297 | $ | 308 |
(1)The fair value estimates are based upon observable market data.
17. Commitments and Contingencies
Legal Proceedings
The Company is party to certain lawsuits in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
18. New Accounting Guidance
New accounting guidance adopted during the period did not have a material impact to the Company.
Recently issued accounting guidance is not applicable or did not have, or is not expected to have, a material impact to the Company.
JABIL INC. AND SUBSIDIARIES
This Quarterly Report on Form 10-Q contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Item 2 of this Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “should,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should these risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements, and you are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we make on related subjects. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A to this Quarterly Report on Form 10-Q and in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025 such as, scheduling production, managing growth and capital expenditures and maximizing the efficiency of our manufacturing capacity effectively; managing rapid declines or increases in customer demand and other related customer challenges that may occur; our dependence on a limited number of customers; our ability to purchase components efficiently and reliance on a limited number of suppliers for critical components; risks arising from relationships with emerging companies; changes in technology and competition in our industry; our ability to introduce new business models or programs requiring implementation of new competencies; competition; transportation issues; our ability to maintain our engineering, technological and manufacturing expertise; retaining key personnel; risks associated with international sales and operations, including geopolitical uncertainties and trade disputes that have resulted in tariffs and other protectionist measures and could result in further such actions in the future; energy price increases or shortages; our ability to achieve expected profitability from acquisitions; risk arising from our restructuring activities; issues involving our information systems, including security issues; regulatory risks (including the expense of complying, or failing to comply, with applicable regulations; risk arising from design or manufacturing defects; risk arising from compliance, or failure to comply, with environmental, health and safety laws or regulations, risks arising from litigation and intellectual property risk); financial risks (including customers or suppliers who become financially troubled; turmoil in financial markets; tax risks; credit rating risks; risks of exposure to debt; currency fluctuations; and asset impairment); changes in financial accounting standards or policies; risk of natural disaster, climate change or other global events; and risks arising from expectations relating to environmental, social and governance considerations. References in this report to “the Company,” “Jabil,” “we,” “our,” or “us” mean Jabil Inc. together with its consolidated subsidiaries, except where the context otherwise requires.
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